Common use of Discounted Payoff Clause in Contracts

Discounted Payoff. Subject to and effective upon due performance by Avatech of each of the following: (a) On the Effective Date, Avatech shall pay to [*] the total sum of One Million Dollars exactly ($1,000,000.00) in readily available funds (the "DISCOUNTED PAYOFF AMOUNT"). (b) Immediately upon execution of this Agreement by [*] and prior to countersignature by Avatech, Avatech shall authorize payment to [*] of the Discounted Payoff Amount by wire transfer pursuant to the instructions set forth in Paragraph 2 below, Avatech's signatures below representing verification that wire transfer instructions have been given to Avatech's bank. (clauses 1(a) and (b) being collectively referred to herein as the "CONDITIONS"); then, upon full satisfaction of the Conditions, all of the outstanding debts, liabilities and obligations owing by Avatech to [*] under the Loan Agreement shall be, and be deemed, satisfied in full, and Avatech shall be deemed released from all liability thereunder; provided that: (A) Avatech shall remain obligated to [*] with respect to any other obligations or liabilities of Avatech to [*], including trade indebtedness and any other obligations arising outside the scope of the Loan Agreement. (B) At least five days prior to the release by Avatech to the public of any oral or written communication in which [*] is named, except such references as occur in the normal course of business, Avatech shall provide [*] with the text of such public disclosure and, consistent with Avatech's requirements under applicable law, [*] shall be permitted to review and approve any disclosures of non-public information pertaining to [*] or its business. (C) At least five days prior to any meeting of the board of directors of Avatech, or such shorter actual notice period as may be given to the members of the board of directors under applicable law, [*] shall be given notice of such meeting, together with an agenda and such additional documentation as may be provided to the members of the board of Avatech, with the exception of documentation relating directly to product pricing or to Avatech's business relationship with [*], and a designated representative of [*] shall be permitted to attend meetings of the board upon prior notice to Avatech; provided, however, it -------------- [*] Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406. is understood that such representative would not participate in any session pertaining directly to product pricing or to Avatech's business relationship with [*] or where the attorney-client privilege could be compromised. (D) In the event Avatech is not required to release quarterly and annual financial information to the public under the Securities Exchange Act of 1934, as amended (the "ACT"), Avatech agrees to provide an income statement, cash flow statement and balance sheet, together with footnotes if available, to [*] within the same time frame such financial information would be required to be filed with the Securities and Exchange Commission were Avatech subject to the Act. (E) Any commissions claimed by Avatech under Section 3.3(a) of the [*] Authorized Channel Partner Agreement and the Major Account Guide shall be subject to prior review and acceptance by [*]. (the obligations described in clauses (A), (B), (C), (D) and (E) above being hereinafter referred to as the "SURVIVING OBLIGATIONS"). Surviving Obligations (C), (D) and (E) shall terminate on the earlier to occur of (i) the date upon which Avatech ceases to act as a reseller of [*]'s products, but only if Avatech no longer owes any obligations, including trade indebtedness, to [*], or (ii) August 14, 2006.

Discounted Payoff. Subject to and effective upon due performance by Avatech of each of the following: (a) On the Effective Date, Avatech shall pay to [*] Autodesk the total sum of One Million Dollars exactly ($1,000,000.00) in readily available funds (the "DISCOUNTED PAYOFF AMOUNT"). (b) Immediately upon execution of this Agreement by [*] Autodesk and prior to countersignature by Avatech, Avatech shall authorize payment to [*] Autodesk of the Discounted Payoff Amount by wire transfer pursuant to the instructions set forth in Paragraph 2 below, Avatech's signatures below representing verification that wire transfer instructions have been given to Avatech's bank. (clauses 1(a) and (b) being collectively referred to herein as the "CONDITIONS"); then, upon full satisfaction of the Conditions, all of the outstanding debts, liabilities and obligations owing by Avatech to [*] Autodesk under the Loan Agreement shall be, and be deemed, satisfied in full, and Avatech shall be deemed released from all liability thereunder; provided that: (A) Avatech shall remain obligated to [*] Autodesk with respect to any other obligations or liabilities of Avatech to [*]Autodesk, including trade indebtedness and any other obligations arising outside the scope of the Loan Agreement. (B) At least five days prior to the release by Avatech to the public of any oral or written communication in which [*] Autodesk is named, except such references as occur in the normal course of business, Avatech shall provide [*] Autodesk with the text of such public disclosure and, consistent with Avatech's requirements under applicable law, [*] Autodesk shall be permitted to review and approve any disclosures of non-public information pertaining to [*] Autodesk or its business. (C) At least five days prior to any meeting of the board of directors of Avatech, or such shorter actual notice period as may be given to the members of the board of directors under applicable law, [*] Autodesk shall be given notice of such meeting, together with an agenda and such additional documentation as may be provided to the members of the board of Avatech, with the exception of documentation relating directly to product pricing or to Avatech's business relationship with [*], and a designated representative of [*] shall be permitted to attend meetings of the board upon prior notice to Avatech; provided, however, it -------------- [**************] Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406. board of Avatech, with the exception of documentation relating directly to product pricing or to Avatech's business relationship with Autodesk, and a designated representative of Autodesk shall be permitted to attend meetings of the board upon prior notice to Avatech; provided, however, it is understood that such representative would not participate in any session pertaining directly to product pricing or to Avatech's business relationship with [*] Autodesk or where the attorney-client privilege could be compromised. (D) In the event Avatech is not required to release quarterly and annual financial information to the public under the Securities Exchange Act of 1934, as amended (the "ACT"), Avatech agrees to provide an income statement, cash flow statement and balance sheet, together with footnotes if available, to [*] Autodesk within the same time frame such financial information would be required to be filed with the Securities and Exchange Commission were Avatech subject to the Act. (E) Any commissions claimed by Avatech under Section 3.3(a) of the [*] Autodesk Authorized Channel Partner Agreement and the Major Account Guide shall be subject to prior review and acceptance by [*]Autodesk. (the obligations described in clauses (A), (B), (C), (D) and (E) above being hereinafter referred to as the "SURVIVING OBLIGATIONS"). Surviving Obligations (C), (D) and (E) shall terminate on the earlier to occur of (i) the date upon which Avatech ceases to act as a reseller of [*]Autodesk's products, but only if Avatech no longer owes any obligations, including trade indebtedness, to [*]Autodesk, or (ii) August 14, 2006.